Annual Report 2011 - Goodbaby International Holdings Limited

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development efforts of the Company and it is beneficial to the business prospects and management of the Group. Furthermore, all major decisions are made in consultation with members of the Board, appropriate Board committees or senior management of the Group. There are also three independent non-executive Directors on the Board offering strong, independent and differing perspectives. The Board is therefore of the view that there are adequate balance-of-power and safeguards in place. APPOINTMENT AND RE-ELECTION OF DIRECTORS Each of the executive Directors has entered into a service contract with the Company for a term of three years commencing on 24 November 2010 which may be terminated by not less than three month’s notice in writing served by either the executive Director or the Company. Each of the non-executive Directors and the independent non-executive Directors has signed an appointment letter with the Company for a term of three years with effect from the respective date stated therein. The appointments of all Directors are subject to the provisions of retirement and rotation of Directors under the Company’s articles of association. In accordance with the Company’s articles of association, all Directors of the Company are subject to retirement by rotation at least once every three years and any new Director appointed to fill a causal vacancy shall submit himself / herself for re-election by shareholders at the first general meeting after appointment. Any new Director appointed as an addition to the Board shall submit himself / herself for re-election by shareholders at the next following annual general meeting. gb international The procedures and process of appointment, reelection and removal of Directors are laid down in the Company’s articles of association. NOMINATION COMMITTEE The Nomination Committee comprises three members, namely Mr Iain Ferguson BRUCE (chairman), Mr LONG Yongtu and Mr SHI Xiaoguang, all of them are independent nonexecutive Directors. The principal duties of the Nomination Committee include reviewing the Board composition, developing and formulating relevant procedures for nomination and appointment of Directors, making recommendations to the Board on the appointment and succession planning of Directors, and assessing the independence of the independent non-executive Directors. An external recruitment agency may be engaged to carry out the recruitment and selection process where necessary. No meeting was held by the Nomination Committee for the year ended 31 December 2011 because the Company was listed on 24 November 2010, and all the Directors were re-elected as Directors at the 2011 annual general meeting held on 20 May 2011. The Nomination Committee considers that it is not necessary to review the size and composition of the Board and identify any new Board member for the year ended 31 December 2011. Up to the date of this annual report, a meeting of the Nomination Committee was held on 16 March 2012. The Company’s circular dated 25 April 2012 contains detailed information of the Directors standing for re-election.
TRAINING OF DIRECTORS Each newly appointed Director receives formal, comprehensive and tailored induction on the first occasion of his / her appointment to ensure appropriate understanding of the business and operations of the Company and full awareness of Director’s responsibilities and obligations under the Listing Rules and relevant statutory requirements. Directors are continually updated on the statutory and regulatory regime and the business environment to facilitate the discharge of their responsibilities. Continuing briefing and professional development for Directors will be arranged where necessary. BOARD MEETINGS BOARD PRACTICES AND CONDUCT OF MEETINGS Annual meeting schedules and draft agenda of each meeting are normally made available to Directors in advance. Notice of regular Board meetings is served to all Directors at least 14 days before the meeting. For other Board and committee meetings, reasonable notice is generally given. Board papers together with all appropriate, complete and reliable information are sent to all Directors at least 3 days before each Board meeting or committee meeting to keep Directors apprised of the latest developments and financial position of the Company and to enable them to make informed decisions. The Board and each Director also have separate and independent access to the senior management where necessary. / 43 Where necessary, the senior management attend regular Board meetings and other Board and committee meetings, to advise on business developments, financial and accounting matters, statutory and regulatory compliance, corporate governance and other major aspects of the Company. The Company’s articles of association contain provisions requiring Directors to abstain from voting and not to be counted in the quorum at meetings for approving transactions in which such Directors or any of their associates have a material interest. DIRECTORS’ ATTENDANCE RECORDS The Board met six times during the year ended 31 December 2011. The attendance records of each Director at the Board meetings during the year ended 31 December 2011 are set out below: Attendance / Number of Name of Director Meetings SONG Zhenghuan 4/6 WANG Haiye 5/6 Christopher Marcus GRADEL 3/6 CHIANG Yun 6/6 Iain Ferguson BRUCE 6/6 LONG Yongtu 4/6 SHI Xiaoguang 6/6 MODEL CODE FOR SECURITIES TRANSACTIONS The Company has adopted the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) as set out in Appendix 10 to the Listing Rules.
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Page 4 and 5: CORPORATE INFORMATION gb internatio
Page 6 and 7: CORPORATE INFORMATION DIRECTORS Exe
Page 9 and 10: 7 Chairman’s Statement
Page 11 and 12: Dear Shareholders, I wish to presen
Page 13: Looking forward, the Group will con
Page 16: OVERVIEW For the financial year end
Page 19 and 20: ) Our OBM model was systematically
Page 21 and 22: FINANCIAL REVIEW — CONTINUING OPE
Page 23 and 24: Cost of Sales, Gross Profit and Gro
Page 25 and 26: Income Tax Expense Our income tax e
Page 27: Pledge of Assets As at 31 December
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Page 42 and 43: The Board is pleased to present thi
Page 46 and 47: Specific enquiry has been made of a
Page 48 and 49: The key elements of the Group’s i
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Page 52: The Directors are pleased to presen
Page 55 and 56: pursuant to which each of the Coven
Page 57 and 58: Directors’ Interest in the Shares
Page 61 and 62: During the year under review, the t
Page 63 and 64: DISCLOSURE UNDER RULE 13.20 OF THE
Page 65 and 66: INDEPENDENT AUDITORS’ REPORT We b
Page 67 and 68: CONSOLIDATED STATEMENT OF COMPREHEN
Page 69 and 70: CONSOLIDATED STATEMENT OF FINANCIAL
Page 71 and 72: CONSOLIDATED STATEMENT OF CASH FLOW
Page 73 and 74: STATEMENT OF FINANCIAL POSITION 31
Page 75 and 76: NOTES TO FINANCIAL STATEMENTS 31 De
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NOTES TO FINANCIAL STATEMENTS 31 De
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FINANCIAL SUMMARY ASSETS, LIABILITI
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Annual Report 2011 - Goodbaby International Holdings Limited

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